- Reduction of share capital by consolidation of shares by a ratio of 4:1
- Measure increases the company's transaction capacity
Martinsried/Munich, June 5, 2013. Medigene AG (MDG, Frankfurt, Prime Standard) announces today that it will publish its invitation to the annual general meeting, which will be held on 16 July, 2013, in the Federal Gazette on Friday, 7 June 2013. On the occasion of the annual general meeting, the Executive Board will report on the company's financial and operational progress. The agenda includes a draft resolution of the Executive and Supervisory Boards on an ordinary reduction of Medigene AG share capital by EUR 29,616,417.00 to EUR 9,872,139.00 by consolidation of the issued no-par value shares in a ratio of 4:1 from 39,488,556 to 9,872,139 shares, pursuant to §§ 222 ff. of the German Stock Corporation Act.
This measure does not affect the value of the company. Being an accounting measure, the reduction will result in a transfer from subscribed capital to capital reserves on the shareholders' equity side of the balance sheet of Medigene AG. Thereby the price of the shares shall be significantly increased above the nominal value of one Euro therefore increasing the transaction capacity of Medigene AG in respect of the minimum issue price according to § 9, par. 1 of the German Stock Corporation Act. However, no specific measures are currently planned.
Additional agenda items provide for a reduction of the Supervisory Board from six to three members by amendment to the Articles of Incorporation as well as the re-election of the Supervisory Board members. The term of office of all Supervisory Board members ends according to schedule with the close of the annual general meeting on 16 July 2013. The Supervisory Board nominates the following persons for election to the Supervisory Board: Prof. Dr. Horst Domdey, Dave Lemus and Dr. Yita Lee for a period of three years; Prof. Dr. Winnacker, Dr. Werner, and Mr. Kühn until the registration of the above-mentioned amendment to the Articles of Incorporation into the Commercial Register. Prof. Dr. Domdey is a co-founder of Medigene AG and managing director of BioM Biotech Cluster Development GmbH, Martinsried, Germany. Mr. Lemus is Chief Executive Officer of Sigma-Tau Pharmaceuticals Inc., Gaithersburg, USA and previously served as Chief Financial Officer of Morphosys AG, Martinsried, Germany. Dr. Lee is Chief Scientific Officer of the Sinphar Group, Taipei, Taiwan.
Dr. Frank Mathias, Chief Executive Officer of Medigene AG, comments: "During the past few months, Medigene reported important news and progress in its operative business, for example the global partnership for EndoTAG®-1, as well as new market approvals and launches of Veregen®. We now propose to our shareholders a capital reduction in order to further strengthen our share price and our capacity to act strategically. In addition, the Supervisory Board should be adapted to the size of our company. We are delighted to have a selection of highly qualified candidates with many years of experience in the German and international biotech industries and we look forward to presenting our proposals to our shareholders at the upcoming annual general meeting."
The complete invitation to the annual general meeting of Medigene AG is accessible at the company website at www.medigene.com/media-investors/annual-general-meeting/2013.
Medigene AG (Frankfurt: MDG, Prime Standard) is a publicly listed biotech company headquartered in Martinsried/Munich, Germany. Medigene focuses on clinical research and development of novel drugs against cancer and autoimmune diseases. Medigene is the first German biotech company to generate revenues from a marketed product (Veregen®), which is distributed by partner companies. Medigene also has two drug candidates undergoing clinical trials, EndoTAG®-1 und RhuDex®, and is developing an innovative vaccine technology. For further details, please visit www.medigene.com
This press release contains forward-looking statements representing the opinion of Medigene as of the date of this release. The actual results achieved by Medigene may differ significantly from the forward-looking statements made herein. Medigene is not bound to update any of these forward-looking statements. Medigene®, EndoTAG®, RhuDex® and Veregen® are registered trademarks of Medigene AG. Polyphenon E® is a trademark of Mitsui Norin Co., Ltd. These trademarks may be owned or licensed in select locations only.
Julia Hofmann, Claudia Burmester
Investor & Public Relations
Tel.: +49 - 89 - 20 00 33 - 33 01
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